2 3 unanimous vote of the directors present, (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company, (ii) approved this...Agreement and Plan of Merger • December 17th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control • Delaware
1. 2 materially lesser authority and responsibility, then Employee shall have the option, exercisable for 30 days following notice to Employee of such assignment or new title, to resign for good reason, as defined in Section 7(d) herein, in which case...Employment Agreement • December 17th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control • California
1. 2 necessarily requested by the Board that are consistent with those required of a President and Chief Executive Officer of a company. In this capacity as President and Chief Executive Officer, Executive shall perform such duties and have such...Employment Agreement • December 17th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control • California
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control • California
1. 2 necessarily requested by the Chief Executive Officer that are consistent with those required of a Vice Chairman and Chief Administrative Officer of a company. In this capacity as Vice Chairman and Chief Administrative Officer, Employee shall...Employment Agreement • December 17th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control • California
2. 3 (i) Employee's personal dishonesty or gross misconduct; (ii) a material breach of any provision of this Agreement; (iii) Employee's refusal or failure to act in accordance with any lawful, reasonable direction or order of the Board of Directors...Employment Agreement • December 17th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control • California
1 Exhibit 99.07 SEVERANCE PROTECTION AGREEMENT THIS AGREEMENT made as of the 22nd day of July, 1996, by and between Tylan General, Inc. (the "Company") and David J. Ferran (the "Executive"). WHEREAS, the Board of Directors of the Company (the "Board")...Severance Protection Agreement • December 17th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control • California
RECITALSVoting and Securities Purchase Agreement • December 17th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control • Delaware
